Firm Name:                    Cornwall Stodart Lawyers

Year Founded:               1891

Lawyers:                        63

Support Staff:                52

Total staff:                     115

PROFILE:

Cornwall Stodart is a client focused, medium sized law firm that services the commercial legal market. Our office is long established and fully integrated, and we provide a cost effective alternative to the large law firms within our areas of expertise.

We offer a full range of legal services to individuals and small to large enterprises, as well as delivering strategic advice to help clients achieve their goals. We are well known for our work in corporate advisory and commercial transactions, banking and finance, property and litigation, and have one of Australia’s leading reconstruction and insolvency practices. 

We distinguish ourselves in many ways, including through our purpose, values and client approach.

Our Purpose – Enhancing Success

‘To understand the needs and dynamics of Our Clients, Our People and Our Community and to use our knowledge to enhance their success and wellbeing.’

This purpose drives and underpins the goals and strategic development of the firm, as well as shaping our values and culture. It also carries real benefits for our clients, who confirm we are a proactive, capable and valuable ally. We respond quickly to their needs and understand the importance of commercial outcomes.

Our Values

Our values are: Respect, Integrity, Quality, Progressiveness, Loyalty and Family.

These values are a key component of our culture and drive our relationships with our clients and each other.

Each member of our firm was involved not only in identifying these values, but also in defining what they mean in real and practical terms. The input of our staff in this process means we are all genuinely committed to putting these values into practice in our everyday ‘firm life’.

Our Client Approach

We partner with our clients in their endeavours, always aiming to understand their businesses and looking for ways to enhance their success. We seek innovative ways to help our clients achieve their goals, and assist them in identifying and developing new goals when market opportunities arise.

Understanding the importance of professional relationships and networks, we identify synergies between clients and make introductions where business development may result. We support our clients' initiatives and often refer our clients to each other, and refer third parties to our clients.

In the spirit of partnership, we aim for reciprocal relationships with our clients, using their products and services where we can. We also respect their existing relationships and, if appropriate, use their chosen service providers. In addition, we have strong relationships with a range of service providers – people we trust with our clients' operations.

We are also involved in various industry associations across a range of sectors, through which we have nurtured contacts to help our clients broaden their own networks – and their businesses.

PRACTICE AREAS:

Banking & Finance

Corporate & Commercial

Commercial Litigation

Commercial Property

PRACTICE SPECIALTIES:

All Cornwall Stodart clients have access to a range of legal expertise. Although our skills cover many areas, we do not try to be everything to everyone. We choose our areas of expertise carefully, going to market only with services through which we can deliver excellence and enhance our clients’ personal and business success. In those areas we hold our heads high, knowing that our expertise represents the best available in Australia. For those areas we do not cover, we offer clients access to our networks of service providers both in Australia and across the globe.

Additional Services

As well as legal services, we offer clients various complementary services including:

·         conducting seminars on relevant topics

·         providing regular updates on changes to laws affecting our clients

·         making introductions to other clients where synergies may evolve, particularly where business development may result.

Banking & Finance

Our Banking & Finance team knows what drives the industry and understands how it operates. We strive to identify opportunities for our clients and help them stay ahead of the market.

We act for a range of entities in the financial services and funds management industry, including trustees of superannuation funds, wholesale and retail investment trusts, custodians, funds management companies and financial planning groups.

Our expertise covers:

·         multi financier structures including club, linked bilateral and syndicated facilities

·         inventory and receivables finance

·         mezzanine finance including support and cost overrun guarantees and top-up arrangements, usually for construction funding transactions

·         construction finance including all types of project finance such as residential, industrial and commercial developments, shopping centres, retirement villages and hotels

·         project and infrastructure finance.

Commercial Litigation

Our Commercial Litigation team is highly experienced in all forms of litigation. Our partners are actively involved, when litigation is unavoidable, in developing strategies to manage court proceedings and achieve the best possible results.

Our expertise covers all forms of litigation including contractual and property disputes, trade practices, tax, insolvency and insurance litigation. We advise across a range of industries including construction, transport and logistics, energy and resources, intellectual property, information technology, health, retail, property and workplace relations. We have the skills and resources to manage large scale litigation and tight timeframes.

We advise on disputes arising in a wide range of areas including:

·         commercial law, including contracts

·         insolvency

·         various corporate disputes, including shareholder disputes

·         product liability

·         trade practices issues

·         property issues, including leasing

·         intellectual property disputes

·         administrative and government law

·         building and construction

·         directors' liabilities

·         joint ventures and partnerships.

Commercial Property

Our Commercial Property team has a strong background in providing comprehensive legal services to the property sector, particularly through our development, leasing, property syndication and transaction expertise. We offer a national service and can advise clients on issues arising in jurisdictions other than Victoria.

Our clients include high net worth individuals and family groups, national and international corporations, investors, developers, contractors, landlords, tenants and financiers. Our expertise includes:

·         the acquisition and disposal of retail, commercial and industrial properties, including hotels and resorts, and shopping and bulky goods retail centres

·         the development of commercial and residential properties, including retail shopping centres, multi level residential projects, bulky goods retail centres, hotels and resorts and business parks

·         commercial and retail leasing in all Australian states, in particular shopping centres and bulky goods retail centres, including national public and private retailers as anchor tenants

·         advising on and negotiating major commercial and retail building construction contracts

·         negotiating joint venture agreements

·         negotiating hotel and resort management agreements with major hotel and resort operators

·         identifying options to better structure the sale and purchase of commercial, industrial and rural property

·         advising on financial transactions including loan agreements, mortgages and collateral securities

·         providing property-related indirect taxation advice

·         advising on issues related to planning law and environmental law

·         advising on FIRB issues and procuring FIRB approval

·         due diligence services for major property disposals and acquisitions; in particular shopping centres, bulky goods retail centres, commercial properties and hotels and resorts

·         interpreting and enforcing contractual rights and obligations, including leases, contracts for sale and option contracts.

Corporate & Commercial

Our Corporate & Commercial team has a depth of expertise and an understanding of the key elements driving our clients' businesses.

We advise major domestic and international corporations, publicly listed companies, commercial institutions and businesses. Our lawyers have expertise across a range of industries including transport and logistics, construction, insurance, retail, energy and resources, health, property and finance.

Our expertise covers:

·         negotiating and documenting sale/acquisition transactions (assets/shares/units/businesses)

·         drafting and negotiating commercial contracts

·         drafting supply and distribution agreements, including for the international supply/distribution of products

·         drafting joint venture, partnership, shareholder, unitholder and alliance agreements

·         preparing and tailoring trading terms

·         drafting confidentiality agreements

·         advising, negotiating and drafting contracts for construction projects

·         providing trade practices and consumer protection advice

·         capital and debt raisings

·         compliance with Listing Rules and Corporations Act requirements

·         corporate governance and risk management

·         corporate reconstructions

·         corporate structuring, including joint ventures and transactions affecting share capital

·         employment and industrial relations

·         environment and climate change

·         financial statements and auditing

·         foreign investment

·         franchising

·         intellectual property protection, enforcement and transactions

·         mergers and acquisitions, takeovers, IPOs and schemes of arrangement.

Debt Collection Management

Our Debt Collection Management team provides cutting edge technology combined with a unique service tailored to suit each client's requirements. We are equipped to identify risks early and properly deal with sensitive matters so we can protect each client's reputation and brand.

We act for clients across a range of industries, including various lenders such as banks, non bank financial institutions, mortgage originators and private lenders. Our team has experience and expertise in all aspects of debt collection, mortgage recovery and related enforcement work, including personal and corporate insolvency litigation and litigation arising from property transactions.

Our expertise covers:

·         preparing and serving demands and default notices

·         issuing court proceedings for the recovery of land and debt

·         obtaining possession and arranging Mortgagee Sales of security property

·         removing tenants

·         removal of encumbrances and caveats from titles

·         advising on Consumer Credit Code compliance

·         providing financial institutions with general banking litigation advice

·         advising mortgagees who enter into possession as a controller

·         unsecured debt recovery work

·         negotiating skills

·         alternate dispute resolution

·         dealing with abandoned goods

·         dealing with deceased estates

·         personal bankruptcy and corporate insolvency and wind-up litigation.

Employment & Industrial Relations

We advise employers of all sizes (whether operating solely within Victoria, across Australia or internationally) in all aspects of employment and industrial relations. Known for our strategic and pragmatic approach, we work closely with our clients to ensure their workplace structures and strategies support their overall business objectives.

Through our involvement in Cornwall Stodart's industry groups, we also have a genuine understanding of key industries including retail, healthcare, transport and logistics, construction, reconstruction and insolvency, and banking and finance. We understand the key industrial relations issues and trends impacting our clients in these sectors.

Our expertise covers:

·         drafting and negotiating enterprise agreements, tailored to the client's needs

·         advising on all aspects of an investigation into and prosecution for breach of OHS legislation, drafting OHS policies and providing targeted training on those policies

·         drafting employment contracts, from pro forma documents to executive contracts

·         advising on all aspects of transfer of business

·         guiding clients through disciplinary and other internal proceedings

·         defending breach of contract, unlawful termination and unfair dismissal claims

·         providing representation at relevant courts and tribunals

·         developing HR policies and procedures covering all aspects of the employment relationship, including EEO, bullying, electronic communications, discipline and counselling, whistleblowing, work-from-home and codes of conduct, as well as providing training in these areas

·         advice on, drafting and enforcement of post employment restraints

·         handling all employment related litigation arising out of, for example, breach of contract and reasonable notice claims

·         helping clients understand industrial awards, including their interpretation and coverage

·         all matters involving the Fair Work Ombudsman

·         advising and representing clients in safety incidents and prosecutions

·         advising and assisting international clients to navigate their way through Australian employment and industrial relations law.

Estate Planning & Probate

We offer a comprehensive service in all matters relating to estate planning, wills and probate, and associated litigation including maintenance claims under Part IV of the Administration and Probate Act (formerly known as Testator's Family Maintenance claims). When combined with our tax and revenue expertise, we are able to assist families and businesses in planning for the future.

Our experience covers preparing wills (including testamentary trusts), testamentary planning, ensuring business succession plans are incorporated into personal estate planning arrangements, powers of attorney, and advising and assisting executors in the administration of an estate. We also advise on disputes in this area, such as Part IV claims, and our clients value our sensitive and considered approach.

Our expertise covers:

·         drafting wills and powers of attorney (financial, medical and guardianship)

·         applications for a grant of probate or letters of administration

·         testamentary planning

·         drafting and advising on testamentary trusts

·         advice as to the distribution of an estate where no will has been made

·         advice and assistance to executors in the administration of the estate

·         superannuation and death benefit nominations

·         making or defending a claim against an estate under Part IV of the Administration and Probate Act.

Insurance & Risk

Cornwall Stodart's Insurance & Risk group is a multidisciplinary team that advises insurers, insurance brokers, specialist underwriting agencies, employers and companies on a range of contentious and non-contentious issues.

We advise some of Australia's best known national and international insurers, as well as major brokers and corporations across various industries. Our clients value our industry knowledge and understanding of their businesses. They also benefit from our prompt identification of the issues and pragmatic recommendations, leading to the best possible legal, commercial and financial results.

Our expertise covers:

·         public liability

·         product liability

·         all areas of financial risk insurance, including professional indemnity, directors and officers, financial institutions insurance and trustee liability/responsible entity insurance

·         medical negligence

·         complex policy drafting and coverage advice

·         motor vehicle property damage (including commercial and personal vehicles)

·         employment practices liability, workers compensation (including s138 indemnity claims) and accident compensation

·         arson/fraudulent claims

·         asbestos liability

·         travel insurance

·         home & contents insurance

·         life insurance

·         mortgage protection insurance.

Intellectual Property

Our Intellectual Property team provides practical, reliable and cost effective advice from conception through to commercialisation, protection and enforcement of IP rights. We have commercial, legal and industry-based expertise, and are well versed in IP practice across a range of industry sectors.

We advise on trade marks, designs, confidentiality and trade secrets, and parallel importing of products into Australia, as well as on copyright and breach of confidence.

Our clients include national retailers, digital publishers, national transport companies and public companies.

Our expertise covers:

·         creation, ownership, protection, exploitation and transfer of intellectual property

·         research and development arrangements

·         trade mark registrability (in Australia and internationally)

·         intellectual property infringements

·         licensing and commercialisation of intellectual property

·         information security

·         secrecy and confidentiality

·         trade mark and design searches, applications, opposition proceedings and licensing

·         conducting intellectual property audits to identify intellectual property which should be protected and/or commercialised

·         copyright, trade mark, confidential information and design advice and enforcement proceedings.

Mortgage Recovery

Our experienced and dedicated team specialises in mortgage recovery and security enforcement. We act for a range of lenders including banks, financial institutions, mortgage originators and private lenders.

We have an in depth understanding of the recovery and finance industry, combined with a network of strong relationships with key industry players such as industry regulators, mortgage insurers, consumer representative bodies, property presenters and the courts.

As a result of our experience and by working closely with our clients, we are able to identify potential risks early and strive to resolve defaults quickly and in the most cost effective manner. Our experience also means we understand the importance of protecting our clients' reputations and brands.

We have expertise in:

·         removing tenants

·         removal of encumbrances and caveats from titles

·         advising on compliance

·         providing financial institutions with general banking litigation advice

·         advising mortgagees who enter into possession as a controller

·         shortfall and unsecured debt recovery work

·         dealing with abandoned goods

·         dealing with deceased estates

·         bankruptcy.

Reconstruction & Insolvency

Our Reconstruction & Insolvency team is multidisciplinary; it comprises corporate, litigation, workplace relations and property lawyers. As a team whose practitioners operate in every area of business and commercial life, it is uniquely placed to predict and, where necessary, react to a variety of situations – from major financial collapses to carefully planned workouts. Where fast action is required, our team has the resources and expertise to take charge and manage the situation.

We advise clients on multi jurisdictional insolvencies. We are well versed in the US, UK, European and Asian insolvency regimes, and have in depth experience in the application of cross border insolvency regimes.

We guide clients through enforcement action taken by ASIC or other regulators, including regulatory examinations and court action. We also have practical experience in dealing with referrals to company auditors and the Liquidators' Disciplinary Board.

We provide our clients – including banks, finance companies, hedge funds, distressed debt investors, statutory authorities, insolvency practitioners and private clients – with advice in all aspects of reconstruction and insolvency, including:

·         voluntary administrations

·         receiverships

·         liquidations

·         reconstructions and workouts

·         creditors rights and obligations

·         rights and obligations of trustees in bankruptcy.

Tax

The complexity of tax law demands a high degree of specialisation. Accordingly, we do not seek to offer advice across all areas of revenue law. We have a dedicated Tax team that focuses on the following areas:

·         tax investigations and audits

·         international tax

·         tax treatment of private equity transactions (involving mergers, acquisitions, group restructuring and the taxation of associated financing transactions)

·         Capital Gains Tax and Goods and Services Tax

·         tax treatment of charitable and religious institutions and not for profit organisations

·         general income tax.

For those areas we do not cover, we have a network of tax specialists whom we trust with our clients operations.

CLIENTELE:

We provide a full range of legal services to individuals and small to large enterprises, across a range of industries. We often surprise clients with our deep knowledge of their industry, and of the industries they service. We achieve this by getting involved, building a presence and becoming part of the communication chain. The insights we gather enable us to serve our clients more efficiently, protect them from pitfalls, and alert them to the threats and opportunities brought by industry evolutions. We also offer clients access to our industry networks both in Australia and around the world.

Banking & Finance

Our Banking & Finance team is recognised by industry stakeholders as a key provider of legal services, whether you are a borrower or a lender, or a large or small enterprise. Our knowledge of the industry comes from advising banks, financiers and businesses on a diverse range of corporate and commercial finance transactions.

Our expertise covers:

·         multi financier structures, including club, linked bilateral and syndicated facilities

·         inventory and receivables finance

·         mezzanine finance, including support and cost overrun guarantees and top-up arrangements, usually for construction funding transactions

·         construction finance, including all types of project finance such as residential, industrial and commercial developments, shopping centres, retirement villages and hotels

·         project and infrastructure finance.

Construction

Our Construction group has experience working with owners, developers, financiers, head contractors, subcontractors, consultants and project managers. Our services include negotiating deals, documenting contracts, requests for and responses to tenders, resolving disputes, security of payments, litigation and arbitration.

Our knowledge of the construction industry enables us to steer clients to a balanced position. This pairs the commercial desire for the speedy commencement of projects with the detail that needs to be negotiated and documented to limit business risk to acceptable levels. We always keep in mind that, no matter how perfectly documented, if the deal is too late to take to market, it is of no value.

Our expertise covers:

·         finance and banking

·         retail

·         civil construction

·         residential and commercial development

·         manufacturing.

Energy & Resources

Our team has over 20 years' experience in acting for clients in the energy and resources sector. Our clients have interests in mining, oil and gas, water, electricity, forestry and renewable energy and include listed and unlisted public companies, hedge funds and private investors.

The energy and resources sector is a global one. Our clients count on us to work with them on their projects wherever they are located. Our team enjoys the challenges this presents and has been given the opportunity to work on such matters both directly and with the assistance of member firms of the ALFA network.

Our expertise covers:

·         exploration agreements

·         joint ventures

·         farm in/farm out agreements

·         royalty and licensing agreements

·         supply and off take agreements

·         fundraising

·         foreign investment

·         corporate structuring, including mergers and acquisitions, takeovers and public floats

·         corporate governance

·         Stock Exchange rules and compliance

·         competition law

·         Mining Tribunal and Warden's Court disputes

·         planning and environment

·         employment and industrial relations

·         sector specific legislation.

Extractive

Cornwall Stodart has over 40 years' experience in the extractive and waste management industries, and is widely recognised for its expertise in these areas. Our clients indicate the diversity of the industry and range from quarry operators, concrete plants, landfill operators, waste collection companies, and mining and resources companies.

We regularly advise clients on mergers and acquisitions, dispositions, workplace relations, occupational health and safety, corporate matters, commercial contracts, dispute resolution, property and leasing, planning matters, environmental issues and taxation.

We generally act for quarry operators, concrete plants, landfill operators and mining and resources companies with respect to:

·         planning matters (including planning permit issues, Aboriginal Heritage, Native Vegetation and Controlled Actions)

·         dealing with councils

·         extractive industry approval processes

·         operational issues with quarry operators, concrete plants and landfill operators

·         dealings with the Department of Primary Industries

·         dealings with the Department of Sustainability and Environment

·         acquisitions of quarries, concrete plants and landfills

·         dispositions of quarries, concrete plants and landfills

·         occupational health and safety matters.

Healthcare

Our Healthcare team has a deep knowledge of the pharmacy, pharmaceutical, private health insurance and healthcare sectors, enabling us to understand your business and its immediate and long term imperatives. 

We regularly advise healthcare practitioners, aggregators of healthcare businesses, retail groups, professional and representative bodies, listed and non listed companies with healthcare assets, financiers and other industry stakeholders on a range of issues, including those related to key legislation.

We are trusted advisors to The Pharmacy Guild of Australia and its associated entities, and we have strong relationships with National Councillors, State and Territory presidents and executives. We also act for various pharmacy groups, private health insurance providers, aged care providers and small to mid capitalisation listed and private companies involved in healthcare. We represent other organisations involved in healthcare and the medical industry, and have also advised the NPSA on CSO. In addition, we have regular dealings with key regulators including ASIC, APRA, PHIAC, Medicare, the ACPA and the Pharmacy Board.

Our expertise covers:

·         acquisitions and dispositions of healthcare assets and asset restructures 

·         the negotiation and documentation of partnership and equity arrangements

·         financing arrangements 

·         healthcare regulatory and compliance issues

·         health economics and policy advice

·         advising and acting in relation to partnership disputes

·         relocation applications and advice on pharmacy location rules.

Not for Profit

Cornwall Stodart has a long and proud history of providing cost effective, no nonsense advice to various not for profit organisations. We work with religious orders and groups, sporting clubs and associations, schools and higher education institutions, healthcare bodies and charitable institutions.

The type of work we do is varied. We have assisted clients with complicated restructurings, which sometimes involve canon law, obtaining DGR status and setting up charitable foundations. We advise schools and higher education institutions on a diverse range of issues, from cyber bullying and online social networking sites, through to leasing arrangements.

Members of our Not for Profit team actively participate in this area through their professional and personal roles. Our first hand knowledge of the not for profit sector means we are aware of – and can anticipate – the key issues and trends impacting these unique organisations.

We have expertise and experience in advising not for profit organisations on a range issues including:

·         corporate governance; we advise boards on various governance issues, including directors' obligations

·         property and commercial transactions; we advise on commercial transactions, from sponsorship arrangements through to supply agreements. We also advise on leasing and licensing obligations, property acquisition and disposal, and general restructuring arrangements

·         obtaining tax exempt and DGR status

·         establishing charitable trusts and foundations; we have established many different types of charitable foundations for clients, both as part of their existing operations and as separate entities

·         restructuring corporate constitutions for religious orders and for their affiliates, such as hospitals, schools, aged care and social welfare bodies

·         wills and bequests

·         workplace relations, including volunteer work

·         dispute resolution; we assist with the resolution of disputes through various methods, including negotiation, mediation and, if appropriate, litigation

·         defamation and media related issues; we provide advice on image protection, defamation and other media issues. We also have experience in acting for media organisations, complementing our expertise in this area.

Retail

We advise some of Australia's largest retailers on a range of commercial matters, including branding and brand protection, property management, trade practices and the supply chain. We work with our clients from the inception of their ideas through the manufacture, distribution, promotion and retail sale of their products, and throughout the operation of their businesses.

We are also experienced in advising on the complex legal issues surrounding the supply chain, the selling process, advertising and marketing campaigns, and our clients' obligations to compete within the law.

Our expertise covers:

·         commercial matters, including contract negotiations and drafting, trade practices and the supply chain

·         the manufacture, distribution, promotion and retail sale of products

·         workplace relations, including employment contracts, workplace policies and procedures, and occupational health and safety

·         product guarantees and warranties

·         property matters, including leasing, acquisitions and disposals, and property management

·         intellectual property, including trade marks, designs and copyright

·         corporate structures

·         mergers and acquisitions, initial public offerings and other capital raisings

·         legal issues related to advertising and marketing campaigns and trade promotions

·         obligations to compete.

Sports & Entertainment

Our Sports & Entertainment group provides effective, commercial and practical advice to a broad range of clients in the sports and entertainment industries.

We are passionate about sports and entertainment, and we understand the unique issues faced by operators in these industries. Our clients rely on our intimate knowledge of the professional, legal and commercial challenges they face, and value our direct approach.

Our clients include individuals and organisations. We advise on a range of issues including defamation, governance, commercial contracts, sponsorship and marketing law. We also advise on issues arising in jurisdictions outside of Victoria.

Our expertise covers:

·         defamation

·         sponsorship and marketing

·         personality and image rights

·         event and player management

·         media rights and broadcasting

·         licensing, merchandising and sponsorship agreements

·         risk management, mitigation and insurance

·         corporate advisory

·         commercial contracts, including contract management

·         intellectual property and brand protection

·         corporate structures and governance issues

·         trade practices

·         industrial relations

·         tax

·         dispute resolution

·         property and leasing of sporting facilities.

Transport & Logistics

Cornwall Stodart is widely recognised for its expertise in the transport and logistics industry. Our clients are indicative of the industry's diversity and range from road freight companies and logistics businesses to developers of rail transport facilities.

Our Transport & Logistics team advises clients on transport and logistics contracts and regulatory issues, property transactions, road and rail infrastructure, construction, workplace relations, occupational health and safety, dispute resolution and intellectual property matters. We have a comprehensive understanding of the industry and issues affecting operators, from subcontracting to carbon emissions.

We are sponsors of the Victorian Transport Association and actively participate in its seminars and conferences. We also regularly contribute to its publications.

Our expertise covers:

·         commercial contracts, including transport and logistics agreements

·         owner driver contracts

·         property transactions

·         road and rail infrastructure

·         construction

·         regulatory issues including carbon emissions

·         workplace relations and occupational health and safety

·         dispute resolution

·         intellectual property issues.